<PAGE>

                                                                   Exhibit 10.52

                            BINDING SUMMARY OF TERMS

THIS BINDING SUMMARY OF TERMS (the "Summary of Terms"), made as of the 20th day
of December, 2001 (the "Signing Date"), sets forth the material terms of an
understanding reached between SCIOS, INC., a Delaware corporation having its
principal place of business at 820 West Maude Avenue, Sunnyvale, CA, USA 94043
("Scios"), and GLAXO GROUP LTD. a corporation organized under the laws of
England having its principal place of business at Glaxo Wellcome House, Berkeley
Avenue, Greenford, Middlesex UB6 ONN, U.K. ("GSK"). Scios and GSK are sometimes
referred to herein individually as a "Party" and collectively as the "Parties".

                                    RECITALS

     A.  The Parties have reached an understanding whereby: (i) Scios grants to
GSK a sole and exclusive license to use and sell Product in the Territory for
all human pharmaceutical use other than diagnostic uses (the "Field"), and (ii)
Scios agrees to supply to GSK, and GSK agrees to purchase from Scios, all of
GSK's requirements of API Product for such use and sale, on the terms and
conditions set forth herein, and

     B.  The Parties wish to memorialize the material terms of their
understanding in this binding Summary of Terms, with the intention of replacing
this Summary of Terms with a more definitive agreement consistent herewith on or
before February 15, 2002.

     NOW, THEREFORE, the Parties hereto agree as follows:

                             ARTICLE 1 - DEFINITIONS

When used in this Summary of Terms, the following terms shall have the meanings
indicated below. The additional terms "Affiliate," "Clinical Trial Expenses,"
"Control," "European Union," "Health Outcomes Study," "Improvements," "IND,"
"Launch," "Marketing Authorization Applications," "Marketing Budget," "Marketing
Plan," "Marketing Trial," "Patent Expenses," "Regulatory Approval," "Regulatory
Authority," "Steering Committee," and "Third Party" shall be defined in the
Definitive Agreement in a commercially reasonable manner, consistent with
practice in the U.S. and European pharmaceutical and biotech industries.

     1.1  "Active Pharmaceutical Ingredient" or "API" means Natrecor(R) in
          active bulk form meeting the API Specifications.

     1.2  "API Specifications" shall mean the specifications for Active
          Pharmaceutical Ingredient attached hereto as Schedule 1.2.

     1.3  "Commercialization" means all activities undertaken relating to the
          marketing, promotion, distribution and sale of Product, including,
          without limitation, advertising and any Marketing Trials.

     1.4  "Cost of Goods" means the [*****]

     1.5  "Development" means:

          (a) all activities relating to obtaining and/or maintaining Marketing
          Authorization Approval of the Original Product in the Territory
          pursuant to an acceptable label including, without limitation,
          clinical trials and the preparation, submission, review and
          development of data or other information related thereto ("Type 1
          Development");

[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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          (b) Phase IV clinical trials supporting pre-launch and
          commercialization of the Product but not contributing to obtaining
          and/or maintaining Marketing Authorization Applications of the
          Original Product and any New Product in the Territory, and excluding
          the Health Outcomes Study ("Type 2 Development");

          (c) all activities relating to obtaining and/or maintaining Marketing
          Authorization of a New Product in the Territory, including Phase III
          clinical trials and the preparation, submission, review and
          development of data or other information related thereto but excluding
          pre-clinical, Phase I and Phase II clinical development ("Type 3
          Development"); and

          (d) design and conduct of the Health Outcomes Study for the Original
          Product.

The term "Development" shall not include process development or final finish or
fill of Product.

     1.6  "Development Expenses" means the expenses incurred by GSK for
          Development pursuant to a Development Plan.

     1.7  "Definitive Agreement" shall mean the agreement between the Parties
          contemplated by Article 16, below.

     1.8  "Effective Date" means the earlier of: (i) the effective date of the
          Definitive Agreement (as defined therein), or (ii) February 15, 2002.

     1.9  "GSK Knowhow" means all Information relating to the Product developed
          by GSK as a result of its activities under this Summary of Terms.

     1.10 "GSK Patents" means patent applications, and patents issuing from such
          patent applications, which GSK has applied for or owns as a result of
          its activities under this Summary of Terms, as well as divisionals,
          continuations, continuations-in-part, reissues, reexaminations,
          renewals, extensions, additions and supplementary protection
          certificates to any such patents and patent applications.

     1.11 "Information" means, whether or not patentable: (i) techniques and
          data including inventions, practices, methods, know-how, data
          (including pharmacological, toxicological and clinical test data,
          regulatory submissions and data and analytical and quality control
          data), marketing, distribution, and sales data or descriptions and
          (ii) compounds, compositions of matter, assays and biological
          materials.

     1.12 "Natrecor(R)" means nesiritide or B-type natriuretic peptide whose
          amino acid sequence is listed in Schedule 1.12, and any derivatives,
          variants, analogs, homologs, fragments, N-terminally or C-terminally
          extended forms, conjugates, salts, esters and amides thereof.

     1.13 "New Product" means: (i) a line extension, alternative delivery
          system, additional formulation or other modification of the Original
          Product including any manufacturing process modifications which are
          material, and (ii) any preparation or product containing Natrecor(R)
          for treatment of an indication other than label indications for the
          Original Product approved as of the Effective Date.

     1.14 "Net Sales" means the amount invoiced by GSK or an Affiliate or
          sublicensee of GSK for sales of a Product in the Territory, less
          deductions for the following items:

          (i)  reasonable transportation and insurance charges borne by the
          selling Party,


                                       2

<PAGE>

          (ii) sales and excise taxes or customs duties paid by the selling
          Party and any other governmental charges imposed upon the sale of the
          Product,

          (iii)rebates or allowances actually granted or allowed, including
          government and managed care rebates,

          (iv) quantity discounts, cash discounts or charge-backs actually
          granted, allowed or incurred in the ordinary course of business in
          connection with the sale of the Product, and

          (v) allowances or credits to customers, not in excess of the selling
          price of the Product, on account of governmental requirements,
          rejection, outdating, recalls or return of the Product.

     1.15 "Original Product" means the formulation of Natrecor(R) commercially
          sold by Scios as of the Effective Date for the treatment of acute
          decompensated heart failure. Attached hereto as Schedule 1.15 is the
          label for the Original Product as of the Signing Date.

     1.16 "Product" means the Original Product and any New Product.

     1.17 "Scios Know-How" means all Information now or hereafter within the
          Control of Scios necessary or useful for the Development or
          Commercialization of the Product in the Territory.

     1.18 "Scios Patents" means, within the Territory: (i) those patents and
          patent applications shown on Schedule 1.18 attached hereto, (ii) all
          patents issuing from such patent applications, divisionals,
          continuations, continuations-in-part, reissues, reexaminations,
          renewals, extensions, additions and supplementary protection
          certificates to any such patents and patent applications, and (iii)
          all patents and patent applications in the Territory now or hereafter
          owned or Controlled by Scios to the extent necessary or useful for the
          development, use, importation, formulation, packaging, sale or offer
          for sale of Product in the Territory.

     1.19 "Territory" means those countries of Europe, Central Europe and
          Eastern Europe listed in Schedule 1.19.


                             ARTICLE 2 - DEVELOPMENT

     2.1  Scope of the Development. Upon the Effective Date, GSK will assume
          responsibility for Development (i.e. Type 1 ---- Development, Type 2
          Development, Type 3 Development and the Health Outcomes Study)
          throughout the Territory. .

     2.2  Development Plan and Development Budget. [*****]

     2.3. Health Outcomes Study. Promptly following the Effective Date, the
          Parties shall in good faith design and implement a mutually acceptable
          Health Outcomes Study under the direction of GSK. The purpose of the
          Health Outcomes Study shall be, inter alia, to assess fairly the
          pharmaco-economics of the Product in the Territory and to use as
          appropriate in establishing pricing and reimbursement for the Product
          in the Territory.

     2.4  Product Spend. [*****]

     2.5  Development Efforts; Compliance with Regulatory Requirements. GSK
          shall perform its responsibilities under each Development Plan using
          reasonable efforts consistent with the efforts that GSK employs for
          its own products which have the same market potential in the
          Territory, and in accordance with all applicable laws

[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       3

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          and regulations including, without limitation, then-current Good
          Laboratory Practices, Good Clinical Practices, and Good Manufacturing
          Practices.

     2.6  Ownership of Regulatory Approvals. [*****]

     2.7  Communications with Regulatory Authorities. GSK shall have primary
          responsibility for dealings with the Regulatory Authorities in the
          Territory, including filing all supplements and other documents with
          such authority with respect to the respective Regulatory Approval,
          reporting all adverse drug experiences relating to the Product, and
          handling all Product complaints. GSK shall promptly furnish Scios with
          copies of all substantive correspondence it has had with each
          Regulatory Authority, and contact reports concerning substantive
          conversations or meetings with such authority, relating to
          Development, Marketing Authorizations or the marketing of a Product.
          At least twice each calendar year, GSK shall provide to Scios a report
          describing the regulatory filing status of Products throughout the
          Territory.

     2.8  Costs of Development. [*****]


                       ARTICLE 3 - THE STEERING COMMITTEE

Within 30 days after the Effective Date, Scios and GSK shall create a Steering
Committee consisting of an equal number of representatives of each Party,
representing (without limitation) the commercial, medical, regulatory and
business development functions of each Party. The Steering Committee shall hold
meetings at such times and places as shall be determined by a majority of its
entire membership. The meetings shall be held no less frequently than once every
[*****] in the period from the Effective Date through the third year after first
commercial sale of a Product in the Territory, and [*****] thereafter. The
Steering Committee, directly or through one or more subcommittees, shall manage
the long-range strategy and planning for Development and Commercialization,
coordinate the activities of the Parties under this Summary of Terms; and
perform such other functions as appropriate to further the purposes of this
Summary of Terms as determined by the Parties. The Steering Committee shall
strive to enable each Party to realize the full economic potential of the
Products while balancing the legitimate interests and concerns of each Party,
and shall be guided by standards of reasonableness in economic terms to each of
the Parties. To the extent feasible, the Steering Committee shall make decisions
by consensus after an open discussion. If no consensus can be reached, GSK shall
have the right to make final determinations regarding Development and
Commercialization in the Territory to the extent not inconsistent with the
express terms and provisions of this Summary of Terms and to the extent that
such decisions can be reasonably expected not to have an adverse effect on
Scios' rights outside of the Territory and outside of the Field.


                          ARTICLE 4 - COMMERCIALIZATION

     4.1  General. GSK shall be solely responsible for the Commercialization of
          the Products throughout the Territory in accordance with a Marketing
          Plan and Budget.

     4.2  Marketing Plan. [*****]

     4.3  Commercialization Efforts. [*****]

     4.4  Advertising and Education. Scios shall have the right to approve
          guidelines for the use of the Natrecor(R) trademark by GSK and all
          promotional materials containing such trademark shall comply in all
          material respects with such guidelines. All written or visual
          promotional and educational materials, advertising, Product labeling,
          and documentary information regarding the Product in the Territory
          shall, to the extent practical, identify Scios as the supplier and
          licensor of the Product.

[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       4

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     4.5  Pricing, Pricing Approvals and Product Distribution in the Territory.
          [*****]


                       ARTICLE 5 - MANUFACTURE AND SUPPLY

     5.1  Exclusive Supply and Purchase. [*****]

     5.2  Finish and Fill. [*****]

     5.3  Manufacturing Approvals. Scios will use diligent efforts to make
          necessary filings to obtain the necessary Regulatory Approvals for the
          manufacture of Active Pharmaceutical Ingredient according to the API
          Specifications. GSK shall be promptly notified of proposed changes to
          the process for the manufacture of Active Pharmaceutical Ingredient
          which impact the Regulatory Filings in the Territory. Scios shall
          nevertheless ensure a sufficient source of supply of Product to GSK.
          The Parties shall consult on the best way of achieving sufficient
          supply. Except as required of Scios by law, no product incorporating
          such changes shall be supplied by Scios to GSK hereunder without such
          changes having been approved by the appropriate Regulatory Authorities
          in the EC, which approval GSK agrees to pursue diligently following
          notice from Scios of such proposed changes.

     5.4  Specifications. Scios warrants that the Active Pharmaceutical
          Ingredient it supplies hereunder shall meet the API Specifications and
          shall have been manufactured in accordance with all applicable laws
          and regulations including, without limitation, European GMP compliance
          standards. Such specifications may be amended by mutual agreement (not
          to be unreasonably withheld), to the extent required by Regulatory
          Authorities. As additional formulations and New Products are
          developed, the Parties will establish by mutual agreement appropriate
          specifications for such new forms of Product. The Definitive Agreement
          shall include a separate Quality Assurance Agreement ("QAA") to
          establish each Party's quality assurance obligations and tasks with
          respect to shipments of Active Pharmaceutical Ingredient hereunder.
          The QAA shall include, inter alia, industry standard procedures for
          inspection and rejection of non-conforming goods and remedies
          associated with a finding of non-conformance.

     5.5  Forecasts. The Definitive Agreement shall establish the form and
          timing of forecasting and deliveries for GSK's purchases of Active
          Pharmaceutical Ingredient hereunder and develop a reasonable mechanism
          to forecast such needs under the Development Plan in sufficient time
          for manufacture by Scios.

     5.6  Delivery. All orders for deliveries of Active Pharmaceutical
          Ingredient to GSK shall be FCA Incoterms 2000, Scios' contract
          manufacturing facility in Kundl, Austria. Risk of loss for the Active
          Pharmaceutical Ingredient passes to GSK upon delivery to GSK's
          designated agent for shipment at such facility. GSK shall arrange and
          pay for the carrier and any expenses associated with shipping and
          insuring Active Pharmaceutical Ingredient supplied hereunder.

     5.7  Supply Price. [*****]

     5.8  Other Manufacturing and Supply Issues. The Definitive Agreement shall
          include other appropriate provisions regarding manufacture and supply
          including, without limitation, extension to GSK to the extent
          practicable of Scios' rights to inspect the facilities of its Third
          Party manufacture and provision to GSK of reasonable quantities of
          free goods for non-commercial (e.g. testing) purposes.




[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       5

<PAGE>

                           ARTICLE 6 - CONFIDENTIALITY

The Definitive Agreement shall include industry standard provisions regarding
confidentiality and authorized disclosure, which shall survive the termination
of the Definitive Agreement by [*****]. Pending entry into the Definitive
Agreement, the existing confidentiality agreement between the Parties shall
remain in full force and effect.

                       ARTICLE 7 - INFORMATION AND REPORTS

     7.1  Information and Reports. To the extent necessary or useful to enable
          the Parties to perform their respective obligations or exercise their
          respective rights hereunder, each Party will regularly disclose and
          make available to the other without charge all preclinical, clinical
          and regulatory, commercial, marketing, promotion, pricing, sales and
          other Information, including copies of all preclinical and clinical
          reports, in the possession of GSK or Scios directly concerning
          Products within the Field.

     7.2  Publicity Review. On or about January 7, 2002, the Parties will
          announce the establishment of an alliance for the marketing and
          development of Products in the Territory and its key terms in a
          mutually agreed press release issued simultaneously by both Parties.
          Notwithstanding Article 6, a Party may make any disclosure it believes
          in good faith based upon the advice of counsel is required by
          applicable law, provided that prior to making such disclosure the
          disclosing Party shall provide the other Party with a written copy or
          rendition of the materials proposed to be disclosed and provide the
          receiving Party with an opportunity to review the proposed disclosure.

     7.3  Adverse Drug Events. Each Party shall, in a timely fashion, in
          accordance with applicable laws and regulatory requirements
          (including, without limitation, the requirements of the FDA, EU and
          other relevant regulatory bodies), report to the other Party any
          serious adverse event or other adverse event observed during clinical
          trials or other use of the Product. Without limiting the foregoing,
          the Parties shall enter into a pharmaco-vigilance agreement covering
          Product safety data exchange within three months after the Effective
          Date to assure that both Parties fulfill all international regulatory
          obligations with respect to the Product.

     7.4  Recall. Any necessary recall of Products or any batch of Products from
          the market in the Territory may be effected by GSK at GSK's reasonable
          discretion following consultation with Scios. If any Products are
          recalled as a result of an act or omission of GSK or its Third Party
          contractors or sublicensees, GSK shall bear all costs and expenses of
          such recall. If any Products are recalled as a result of an act or
          omission of Scios or its Third Party contractors, then Scios shall
          bear all costs and expenses of such recall. Without limiting the
          foregoing, in the event of a recall of Products, each Party shall
          without unreasonable delay notify the other Party and cooperate to the
          fullest extent reasonable under the circumstances.


                            ARTICLE 8 - PATENT RIGHTS

     8.1  General. GSK, in consultation with Scios and using patent counsel
          reasonably acceptable to Scios, shall maintain the Scios Patents in
          the Territory and shall use reasonable efforts to convert pending
          patent applications into granted patents without undue delay. GSK
          shall be responsible for all resulting Patent Expenses. The Definitive
          Agreement shall assure GSK of the right to abandon its interest in and
          obligations with respect to specific Scios Patents and for the
          assumption by Scios of prosecution and maintenance of such Scios
          Patents in the event of such abandonment.

     8.2  Improvements. [*****]

     8.3  Infringement and Third Party Claims. [*****]

[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       6

<PAGE>

                              ARTICLE 9 - LICENSES

     9.1  License Grant by Scios. Scios hereby grants to GSK a sole and
          exclusive license under the Scios Patents, the Scios Know-How and the
          Natrecor(R) trademark, to develop, use, import, formulate, package,
          sell and offer for sale Products within the Field in the Territory.
          Promptly following the Effective Date, and at reasonable intervals
          thereafter, Scios shall disclose and transfer to GSK all Scios Knowhow
          as necessary or useful for the exercise by GSK of its rights
          hereunder.

     9.2  License Grant by GSK. GSK hereby grants to Scios a sole and exclusive
          royalty-free license under the GSK Patents and GSK Know-How to
          manufacture, develop, use, import, formulate, package, sell and offer
          for sale Products outside of the Territory.

     9.3  Sub-licensing. The licensee Party pursuant to Sections 9.1 and 9.2 may
          sublicense on notice to and with the consent of the licensor Party,
          which consent shall not be unreasonably withheld. No such consent
          shall be required in the event of a sublicense to an Affiliate of a
          Party.


                              ARTICLE 10 - PAYMENTS

     10.1 License Fee. GSK shall pay to Scios a license fee of [*****] within
          [*****] after the Effective Date.

     10.2 Milestone Payments. GSK shall make non-refundable milestone payments
          to Scios within [*****] after the achievement of the applicable
          milestone in amounts as set forth below. Each milestone payment shall
          be due only once, notwithstanding the number of Products actually
          developed or commercialized by GSK hereunder:

          ------------------------------------ ----------------------
          Milestone                            Payment
          ------------------------------------ ----------------------
          [*****]                              [*****]
          ------------------------------------ ----------------------
          [*****]                              [*****]
          ------------------------------------ ----------------------
          [*****]                              [*****]
          ------------------------------------ ----------------------


     Section 10.3   Royalty Payments. [*****]

     Section 10.4   Royalty Reductions. [*****]

[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       7

<PAGE>

     Section 10.5   Reports and Audit. The Definitive Agreement shall include
industry standard provisions regarding record-keeping and audit rights with
respect to expenditures and sales by GSK and its affiliates and sublicensees,
and with respect to Scios' Cost of Goods.

     Section 10.6   Currency and Method of Payment. All royalty payments shall
be made in pounds sterling. Royalty payments due with respect to sales not
denominated in sterling shall be converted using an appropriate conversion rate.


                             ARTICLE 11 - TRADEMARKS

Absent mutual agreement, GSK shall market, advertise, sell or distribute
Products only under the Natrecor(R) trademark. GSK, in consultation with Scios
and using trademark counsel reasonably acceptable to Scios, shall file for and
maintain the Natrecor(R) trademark in those countries in the Territory in which
GSK intends to Commercialize the Products and shall be responsible for all
resulting expenses. The Definitive Agreement shall include appropriate
additional provisions related to trademarks (including the establishment of new
marks in the event that the Natrecor(R) mark is unavailable or unsuitable), and
shall establish the rights and obligations of the Parties in the event of Third
Party infringement (which shall assure GSK of the first right to assert the
Natrecor(R) trademark against Third Parties in the Territory and to defend the
Natrecor(R) trademark against challenges by Third Parties in the Territory).


                   ARTICLE 12 - REPRESENTATIONS AND WARRANTIES

[*****]


                        ARTICLE 13 - TERM AND TERMINATION

     13.1 Term. The term of this Summary of Terms shall commence on the Signing
          Date. Unless sooner terminated as provided herein, the term of this
          Summary of Terms shall expire upon the termination in all of the
          countries of the Territory of the royalty obligations set forth
          hereinabove. Following the expiration of the term, GSK shall retain a
          fully paid-up, exclusive license under the Scios Knowhow and the
          Natrecor(R) trademark in the Territory to use and sell Product in the
          Field.

     13.2 Termination for Material Breach. If either Party materially breaches
          this Summary of Terms at any time, which breach is not cured within 30
          days of notice thereof from the non-breaching Party, the non-breaching
          Party shall have the right to invoke the dispute resolution mechanism
          of Article 15. If the Parties are unable to resolve the matter in
          dispute pursuant to Article 15, the Party not in breach may, at its
          sole discretion, seek any available legal remedies or terminate the
          Summary of Terms.

     13.3 Unilateral Termination by GSK. GSK may at any time by delivery of 90
          days' prior notice to Scios, elect to abandon its rights and
          obligations with respect to any country in the Territory or to
          terminate this Summary of Terms in toto; provided, however, that GSK
          shall not have the right to terminate as to any one country in the
          European Community without terminating as to all such countries. Upon
          notice thereof, this Summary of Terms and all rights and obligations
          of GSK hereunder with respect to the country in question shall
          terminate.


[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       8


<PAGE>

     13.4 Bankruptcy. All rights granted to GSK hereunder are, and shall
          otherwise be deemed to be, for purposes of Section 365(n) of the U.S.
          Bankruptcy Code (the "Code") licenses of rights to "intellectual
          property" as defined in Section 101(52) of the Code. Scios agrees that
          GSK, as a licensee, of such rights under this Summary of Terms shall
          retain and may fully exercise all of its rights and elections under
          the Code, subject to performance by GSK of its obligations under this
          Summary of Terms. Scios further agrees that, in the event of the
          commencement of a bankruptcy proceeding by or against Scios under the
          Code, GSK shall be entitled to a complete duplicate of (or complete
          access to, as appropriate) any such intellectual property and all
          embodiments thereof, which shall promptly be delivered to GSK, at its
          sole expense: (i) upon written request from GSK following commencement
          of a bankruptcy proceeding by or against Scios, or (ii) if not
          delivered pursuant to subsection (i), above, upon written request from
          GSK following the rejection of this Summary of Terms by or on behalf
          of Scios.

     13.5 Effect of Termination. Termination of this Summary of Terms for any
          reason shall not relieve the Parties of any liability which accrued
          prior to the effective date of such termination, nor preclude any
          Party from pursuing all rights and remedies it may have hereunder or
          at law or in equity with respect to any breach of this Summary of
          Terms. Subject to Section 13.4, upon termination of this Summary of
          Terms (but not expiration of its term), all licenses and rights to
          Patents and Know-How granted hereunder shall terminate and GSK shall
          promptly reassign to Scios, at Scios' expense, all regulatory filings
          and approvals (including, without limitations, INDs, Marketing
          Authorizations and Regulatory Approvals) with respect to Product in
          the Territory then held by GSK or any sublicensee of GSK, and all
          Confidential Information supplied by one Party shall be returned by
          the other Party (except for one copy of such information retained for
          legal archive or regulatory purposes). In the event that GSK
          terminates its rights with respect to one or more countries but not
          the entire Territory, this Summary of Terms shall remain in effect
          with respect to the remaining countries.


                          ARTICLE 14 - INDEMNIFICATION

     14.1 Indemnification by GSK. [*****]

     14.2 Indemnification by Scios. [*****]

     14.3 Procedure. A Party seeking indemnification under Section 14.1 or
          Section 14.2, shall inform the other Party of a claim as soon as
          reasonably practicable after it receives notice of the Third Party
          claim, permit the indemnifying Party to assume direction and control
          of the defense of the Third Party claim (including the right to settle
          the claim solely for monetary consideration), and cooperate as
          requested (at the expense of the indemnifying Party) in the defense of
          the Third Party claim.

     14.4 Insurance. [*****]


                         ARTICLE 15 - DISPUTE RESOLUTION

All disputes arising between the Parties hereunder or with respect hereto shall
be resolved solely as provided in this Article 15. Any such dispute which the
Parties are unable to resolve directly may be referred by either Party to the
Steering Committee for resolution. If the Steering Committee is unable to
resolve such dispute within 30 days after referral, either Party may, on notice
to the other, have such dispute referred to the CEO of Scios and the European
Chairman of GSK for attempted resolution by good faith negotiation. If such
individuals are unable to resolve such dispute within 30 days after referral,
then either Party may thereafter seek to resolve the dispute through arbitration
in accordance with the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with such rules, in
English. The place of arbitration shall be London, England, if arbitration is
requested by Scios and shall be San Francisco, California, if arbitration is
requested by GSK. This Summary of

[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       9

<PAGE>

Terms shall be governed by the substantive laws of the State of New York, USA,
without regard to conflicts of laws principles.

                        ARTICLE 16 - DEFINITIVE AGREEMENT

Following the Signing Date the Parties shall diligently and in good faith
endeavor to incorporate the understanding reflected herein in a definitive
agreement (the "Definitive Agreement") which, upon execution by both Parties,
shall constitute a novation of this Summary of Terms. The Definitive Agreement
shall include such mutually agreeable terms and conditions as the Parties may
agree including, without limitation, provisions regarding withholding taxes and
blocked currency; restrictions on assignment (but permitting GSK to assign to a
qualified Affiliate); provisions regarding force majeure, further actions,
waiver, severability and interpretation; a disclaimer of warranties as to the
scope or validity of the Scios Patents and as to the non-existence of blocking
Third Party patents; and a limitation on liability for consequential and
incidental damages. In the event that the Parties are unable to agree as to the
text of the Definitive Agreement by February 15, 2002, it is the intent of the
Parties that this Summary of Terms shall remain in full force and effect;
provided, however, that either Party shall have the right to refer any provision
as to which no agreement can be reached to a mutually acceptable abbreviated
mechanism for alternate dispute resolution or, if such abbreviated mechanism
cannot be agreed to, arbitration as provided hereinabove, with the scope of the
arbitration limited to the establishment by the arbitrator(s) of reasonable
industry-standard provisions regarding the provision(s) at issue.

                              ARTICLE 17 - NOTICES

All notices permitted or required hereunder shall be in writing and shall be
deemed given if delivered personally or by facsimile transmission (receipt
verified), mailed by registered or certified mail (return receipt requested),
postage prepaid, or sent by express courier service, to the Parties at the
addresses first set forth above (or at such other address for a Party as shall
be specified by like notice; provided, that notices of a change of address shall
be effective only upon receipt thereof). Notice shall be deemed effective upon
receipt.


                                       10


<PAGE>

                             ARTICLE 18 - EXECUTION

This Summary of Terms may be executed in two counterparts, each of which shall
be deemed an original, but which together shall constitute one and the same
instrument. Transmission by telefacsimile of a true copy of a signed counterpart
version of this Summary of Terms shall constitute delivery.

IN WITNESS WHEREOF, the Parties have executed this Summary of Terms in duplicate
originals by their proper officers as of the Effective Date.

SCIOS INC.                              GLAXO GROUP LTD.

By: /s/  Richard Brewer                 By:/s/  Stephane Thiroloix
    -------------------------------        -------------------------------------

Its:     Chief Executive Officer        Its:   Vice President, European Business
    -------------------------------         ---------------------------------
                                               Development
                                               -----------


                                       11

<PAGE>














                                  SCHEDULE 1.2

















<PAGE>

[*****]



[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

<PAGE>









                                  SCHEDULE 1.12

                        AMINO ACID SEQUENCE FOR NATRECOR



                        SER-PRO-LYS-MET-VAL-GLN-GLY-SER-
                        GLY-CYS-PHE-GLY-ARG-LYS-MET-ASP-
                      ARG-ILE-SER-SER-SER-SER-GLY-LEU-GLY-
                           CYS-LYS-VAL-LEU-ARG-ARG-HIS













<PAGE>















                                  SCHEDULE 1.15




















<PAGE>


                                                                        Item 2-A
                                                                  Package Insert


                     NATRECOR(R) (NESIRITIDE) FOR INJECTION

                          FOR INTRAVENOUS INFUSION ONLY


DESCRIPTION

Natrecor(R) (nesiritide) is a sterile, purified preparation of a new drug class
human B-type natriuretic peptide (hBNP), and is manufactured from E. coli using
recombinant DNA technology. Nesiritide has a molecular weight of 3464 g/mol and
an empirical formula of C\\143\\H\\244\\N\\50\\O\\42\\S\\4\\. Nesiritide has the
same 32 amino acid sequence as the endogenous peptide, which is produced by the
ventricular myocardium.




            [GRAPHIC: Picture of amino acid sequence for Nesiritide]




Natrecor is formulated as the citrate salt of rhBNP, and is provided in a
sterile, single-use vial. Each 1.5-mg vial contains a white- to off-white
lyophilized power for intravenous (IV) administration after reconstitution. The
quantitative composition of the lyophilized drug per vial is: nesiritide 1.58
mg, mannitol 20.0 mg, citric acid monohydrate 2.1 mg, and sodium citrate
dihydrate 2.94 mg.

Mechanism of Action

Human BNP binds to the particulate guanylate cyclase receptor of vascular smooth
muscle and endothelial cells, leading to increased intracellular concentrations
of guanosine 3'5'-cyclic monophosphate (cGMP) and smooth muscle cell relaxation.
Cyclic GMP serves as a second messenger to dilate veins and arteries. Nesiritide
has been shown to relax isolated human arterial and venous tissue preparations
that were preconstracted with either endothelin-1 or the alpha-adrenergic
agonist, phenylephrine.

In human studies, nesiritide produced dose-dependent reductions in pulmonary
capillary wedge pressure (PCWP) and systemic arterial pressure in patients with
heart failure.

In animals, nesiritide had no effects on cardiac contractility or on measures of
cardiac electrophysiology such as atrial and ventricular effective refractory
times or atrioventricular node conduction.

Naturally, occurring atrial natriuretic peptide (ANP), a related peptide,
increases vascular permeability in animals and humans and may reduce
intravascular volume. The effect of nesiritide on vascular permeability has not
been studied.

Pharmacokinetics

In patients with congestive heart failure (CHF), Natrecor administered
intravenously by infusion or bolus exhibits biphasic disposition from plasma.
The mean terminal elimination half-life (t\\1/2\\) of Natrecor is approximately
18 minutes and was associated with approximately 2/3 of the area-under-the-curve
(AUC). The mean initial elimination phase was estimated to be approximately 2
minutes. In these patients, the mean volume of distribution of the central
compartment (Vc) of Natrecor was estimated to be 0.073 L/kg, the mean


<PAGE>

steady-state volume of distribution (Vss) was 0.19 L/kg, and the mean clearance
(CL) was approximately 9.2 mL/min/kg. At steady state, plasma BNP levels
increase from baseline endogenous levels by approximately 3-fold to 6-fold with
Natrecor infusion doses ranging from 0.01 to 0.03 (micro)g/kg/min.

Elimination

Human BNP is cleared from the circulation via the following three independent
mechanisms, in order of decreasing importance: 1) binding to cell surface
clearance receptors with subsequent cellular internalization and lysosomal
proteolysis; 2) proteolytic cleavage of the peptide by endopeptidases, such as
neutral endopeptidase, which are present on the vascular lumenal surface; and 3)
renal filtration.

Special Populations

Although Natrecor is eliminated, in part, through renal clearance, clinical data
suggest that dose adjustment is not required in patients with renal
insufficiency. The effects of Natrecor on PCWP, cardiac index (CI), and systolic
blood pressure (SBP) were not significantly different in patients with chronic
renal insufficiency (baseline serum creatinine ranging from 2 mg/dL to 4.3
mg/dL), and patients with normal renal function. The population pharmacokinetic
(PK) analyses carried out to determine the effects of demographics and clinical
variables on PK parameters showed that clearance of Natrecor is proportional to
body weight, supporting the administration of weight-adjusting dosing of
Natrecor (i.e., administration on a (micro)g/kg/min basis). Clearance was not
influenced significantly by age, gender, race/ethnicity, baseline endogenous
hBNP concentration, severity of CHP (as indicated by baseline PCWP, baseline CI,
or New York Heart Association [NYHA] classification), or concomitant
administration of an ACE inhibitor.

Effects of Concomitant Medications

The co-administration of Natrecor with enalapril did not have significant
effects on the PK of Natrecor. The PK effect of co-administration of Natrecor
with other IV vasodilators such as nitroglycerin, nitroprusside, milrinone, or
IV ACE inhibitors has not been evaluated. During clinical studies, Natrecor was
administered concomitantly with other medications, including: diuretics,
digoxin, oral ACE inhibitors, anticoagulants, oral nitrates, statins, class III
annarrhythmic agents, beta-blockers, dobutamine, calcium channel blockers,
angiotensin II receptor antagonists, and dopamine. Although no PK interactions
were specifically assessed, there did not appear to be evidence suggesting any
clinically significant PK interaction.

Pharmacodynamics

The recommended dosing regimen of Natrecor is a 2 (micro)g/kg IV bolus followed
by an intravenous infusion dose of 0.01 (micro)g/kg/min. With this dosing
regimen, 60% of the 3-hour effect on PCWP reduction is achieved within 15
minutes after the bolus, reaching 95% of the 3-hour effect within 1 hour.
Approximately seventy percent of the 3-hour effect on SBP reduction is reached
within 15 minutes. The pharmacodynamic (PD) half-life of the onset and offset of
the hemodynamic effect of Natrecor is longer than what the PK half-life of 18
minutes would predict. For example, in patients who developed symptomatic
hypotension in the VMAC (Vasodilation in the Management of Acute Congestive
Heart Failure) trial, half of the recovery of SBP toward the baseline value
after discontinuation of reduction of the dose of Natrecor was observed in about
60 minutes. When higher doses of Natrecor were infused, the duration of
hypotension was sometimes several hours.

Clinical Trials

Natrecor has been studied in 10 clinical trial including 941 patients with CHF
(NYHA class II-III 61%, NYHA class IV 36%; mean age 60 years, women 28%). There
were five randomized, multi-center, placebo- or active-controlled studies
(comparative agents included nitroglycerin, dobutamine, milrinone,
nitroprusside, or dopamine) in which 772 patients with decompensated CHF
received continuous infusions of Natrecor at doses


<PAGE>

ranging from 0.01 to 0.03 (micro)g/kg/min. (See the ADVERSE REACTION section for
relative frequency of adverse events at doses ranging from the recommended dose
up to 0.03 (micro)g/kg/min). Of these patients, the majority (n = 541, 70%)
received the Natrecor infusion for at least 24 hours; 371 (48%) received
Natrecor for 24-48 hours, and 170 (22%) received Natrecor for greater than 48
hours.

In controlled trials, Natrecor has been used alone or in conjunction with other
standard therapies, including diuretics (79%), digoxin (62%), oral ACE
inhibitors (55%), anticoagulants (38%), oral nitrates (32%), statins (18%),
class III antiarrhythmic agents (16%), beta-blockers (15%), dobutamine (15%),
calcium channel blockers (11%), angiotensin II receptor antagonists (6%), and
dopamine (4%). Natrecor has been studied in a broad range of patients, including
the elderly (42% greater 65 years of age), women (30%), minorities (26% black),
and patients with a history of significant morbidities such as hypertension
(67%), previous myocardial infarction (50%), diabetes (44%) atrial
fibrillation/flutter (34%), nonsustained ventricular tachycardia (25%),
ventricular tachycardia/fibrillation (12%), preserved systolic function (9%),
and acute coronary syndromes less than 7 days before the start of Natrecor (4%).

The VMAC (Vasodilation in the Management of Acute Congestive Heart Failure)
trial was a randomized, double-blind study of 489 patients (246 patient
requiring a right heart catheter, 243 patients without a right heart catheter)
who required hospitalization for management of shortness of breath at rest due
to acutely decompensated CHF. The study compared the effects of Natrecor,
placebo, and IV nitroglycerin when added to background therapy (IV and oral
diuretics, non-IV cardiac medications, dobutamine, and dopamine). Patients with
acute coronary syndrome, preserved systolic function, arrhythmia, and renal
insufficiency were not excluded. The primary endpoints of the study were the
change from baseline in PCWP and the change from baseline in patients' dyspnea,
evaluated after three hours. Close attention was also paid to the occurrence and
persistence of hypotension, given nesiritide's relatively long (compared to
nitroglycerin) PK and PD half-life.

Natrecor was administered as a 2 (micro)g/kg bolus over approximately 60
seconds, followed by a continuous fixed dose infusion of 0.01 (micro)g/kg/min.
After the 3-hour placebo-controlled period, patients receiving placebo crossed
over to double-blinded active therapy with either Natrecor or nitroglycerin. The
nitroglycerin dose was titrated at the physician's discretion. A subset of
patients in the VMAC trial with central hemodynamic monitoring who were treated
with Natrecor (62 of 124 patients) were allowed dose increases of Natrecor after
the first 3 hours of treatment if the PCWP was (chi) 20 mm Hg and the SBP was
(chi) 100 mm Hg. Dose increases of a 1-(micro)g/kg bolus followed by an increase
of the infusion dose by 0.005 (micro)g/kg/min were allowed every 3 hours, up to
a maximum dose of 0.03 (micro)g/kg/min. Overall, 23 patients in this subset had
the dose of Natrecor increased in the VMAC trial.

In a second double-blind study, 127 patients requiring hospitalization for
symptomatic CHF were randomized to placebo or to one of two doses of Natrecor
(0.015 (micro)g/kg/min preceded by an IV bolus of 0.3 (micro)g/kg and 0.03
(micro)g/kg/min preceded by an IV bolus of 0.6 (micro)g/kg). The primary
endpoint of the trial was the change in PCWP from baseline to 6 hours, but the
effect on symptoms also was examined.

Effects on Symptoms

In the VMAC study, patients receiving Natrecor reported greater improvement in
their dyspnea at 3 hours than patients receiving placebo (p = 0.034).

In the dose-response study, patients receiving both doses of Natrecor reported
greater improvement in dyspnea at 6 hours than patients receiving placebo.

Effects on Hemodynamics

The PCWP, right atrial pressure (RAP), CI, and other hemodynamic variables were
monitored in 246 of the patients in the VMAC trial. There was a reduction in
mean PCWP within 15 minutes of starting the Natrecor


<PAGE>

infusion, with most of the effect seen at 3 hours being achieved within the
first 60 minutes of the infusion (see Pharmacodynamics).

In several studies, hemodynamic parameters were measured after Natrecor
withdrawal. Following discontinuation of Natrecor, PCWP returns to within 10% of
baseline within 2 hours, but no rebound increase to levels above baseline state
was observed. There was also no evidence of tachyphylaxis to the hemodynamic
effects of Natrecor in the clinical trials.

The following table and graph summarize the changes in the VMAC trial in PCWP
and other measures during the first 3 hours.

                      MEAN HEMODYNAMIC CHANGE FROM BASELINE

<TABLE>
<CAPTION>
<S>                                                        <C>                <C>                    <C>

------------------------------------------------------------------------------------------------------------------------------------
                                                            Placebo           Nitroglycerin            Natrecor
Effects at 3 Hours                                         (n = 62)              (n = 60)             (n = 124)
------------------------------------------------------------------------------------------------------------------------------------
Pulmonary capillary wedge pressure (mm Hg)                   -2.0                 -3.8                  -5.8(2)
------------------------------------------------------------------------------------------------------------------------------------
Right atrial pressure (mm Hg)                                 0.0                 -2.6                  -3.1(2)
------------------------------------------------------------------------------------------------------------------------------------
Cardiac index (L/min/M/2/)                                    0.0                  0.2                   0.1
------------------------------------------------------------------------------------------------------------------------------------
Mean pulmonary artery pressure (mm Hg)                       -1.1                 -2.5                  -5.4(2)
------------------------------------------------------------------------------------------------------------------------------------
Systemic vascular resistance (dynes*sec*cm/-5/)               -44                 -105                  -144(2)
------------------------------------------------------------------------------------------------------------------------------------
Systolic blood pressure(/1/) (mm Hg)                         -2.5                 -5.7(2)               -5.6(2)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Based on all treated subjects:  Placebo n=142, nitroglycerin n=143,
     Natrecor n=204
(2)  p less than 0.05 compared to placebo










     [GRAPHIC: GRAPH COMPARING MEAN CHANGES IN PCWP OVER A 3 HOUR PERIOD FOR
                      PLACEBO, NITROGLYCERIN and NATRECOR]













<PAGE>

The VMAC study does not constitute an adequate effectiveness comparison with
nitroglycerin. In this trial, the nitroglycerin group provides a rough landmark
using a familiar therapy and regimen.

Effect on Urine Output

In the VMAC trial, in which the use of diuretics was not restricted, the mean
change in volume status (output minus input) during the first 24 hours in the
nitroglycerin and Natrecor groups was similar: 1279 +/- 1455 mL and
1257 +/- 1657 mL, respectively.

INDICATIONS AND USAGE

Natrecor (nesiritide) is indicated for the intravenous treatment of patients
with acutely decompensated congestive heart failure who have dyspnea at rest or
with minimal activity. In this population, the use of Natrecor reduced pulmonary
capillary wedge pressure and improved dyspnea.

CONTRAINDICATIONS

Natrecor is contraindicated in patients who are hypersensitive to any of its
components. Natrecor should not be used as primary therapy for patients with
cardiogenic shock or in patients with a systolic blood pressure less than 90 mm
Hg.

WARNINGS

Administration of Natrecor should be avoided in patients suspected of having, or
known to have, low cardiac filling pressures.

PRECAUTIONS

General:  Parenteral administration of protein pharmaceuticals of E. coli-
derived products should be attended by appropriate precautions in case of an
allergic or untoward reaction. No serious allergic or anaphylactic reactions
have been reported with Natrecor.

Natrecor is not recommended for patients for whom vasodilating agents are not
appropriate, such as patients with significant valvular stenosis, restrictive or
obstructive cardiomyopathy, constrictive pericarditis, pericardial tamponade, or
other conditions in which cardiac output is dependent upon venous return, or for
patients suspected to have low cardiac filling pressures. (See
CONTRAINDICATIONS.)

Renal: Natrecor may affect renal function is susceptible individuals. In
patients with severe heart failure whose renal function may depend on the
activity of the renin-angiotensin-aldosterone system, treatment with Natrecor
may be associated with azotemia. When Natrecor was initiated at doses higher
than 0.01 (micro)g/kg/min (0.015 and 0.030 (micro)g/kg/min), there was an
increased rate of elevated serum creatinine over baseline compared with standard
therapies, although the rate of acute renal failure and need for dialysis was
not increased. In the 30-day follow-up period in the VMAC trial, 5 patients in
the nitroglycerin group (2%) and 9 patients in the Natrecor group (3%) required
first-time dialysis.

Cardiovascular: Natrecor may cause hypotension. In the VMAC trial, in patients
given the recommended dose (2 (micro)g/kg bolus followed by a 0.01
(micro)g/kg/min infusion) or the adjustable dose, the incidence of symptomatic
hypotension in the first 24 hour was similar for Natrecor (4%) and IV
nitroglycerin (5%). When hypotension occurred, however, the duration of
symptomatic hypotension was longer with Natrecor (mean duration was 2.2 hours)
than with nitroglycerin (mean duration was 0.7 hours). In earlier trials, when
Natrecor was initiated at doses higher than 2-(micro)g/kg bolus followed by a
0.01-(micro)g/kg/min infusion (i.e., 0.015 and 0.030

<PAGE>

(micro)g/kg/min preceded by a small bolus), there were more hypotensive episodes
and these episodes were of greater intensity and duration. They were also more
often symptomatic and/or more likely to require medical intervention (see
ADVERSE REACTIONS). Natrecor should be administered only in setting where blood
pressure can be monitored closely, and the dose of Natrecor should be reduced or
the drug discontinued in patients who develop hypotension (see Dosing
Instructions). The rate of symptomatic hypotension may be increased in patients
with a blood pressure less than 100 mm Hg at baseline, and Natrecor should be
used cautiously in these patients. The potential for hypotension may be
increased by combining Natrecor with other drugs that may cause hypotension. For
example, in the VMAC trial in patients treated with either Natrecor or
nitroglycerin therapy, the frequency of symptomatic hypotension in patients who
received an oral ACE inhibitor was 6%, compared to a frequency of symptomatic
hypotension of 1% in patients who did not receive an oral ACE inhibitor.

Drug Interactions: No trials specifically examining potential drug interactions
with Natrecor were conducted, although many concomitant drugs were used in
clinical trials. No drug interactions were detected except for an increase in
symptomatic hypotension in patients receiving oral ACE inhibitors (see
PRECAUTIONS, Cardiovascular).

The co-administration of Natrecor with IV vasodilators such as nitroglycerin,
nitroprusside, milrinone, or IV ACE inhibitors has not been evaluated (these
drugs were not co-administered with Natrecor in clinical trials).

Carcinogensis, Mutagenesis, Impairment of Fertility: Long-term studies in
animals have not been performed to evaluate the carcinogenic potential or the
effect on fertility of Natrecor.

Natrecor did not increase the frequency of mutations when used in an in vitro
bacterial cell assay (Ames test). No other genotoxicity studies were performed.

Pregnancy; Category C: Animal reproductive studies have not been conducted with
Natrecor. It is also not known whether Natrecor can cause fetal harm when
administered to pregnant women or can affect reproductive capacity. Natrecor
should be used during pregnancy only if the potential benefit justifies any
possible risk to the fetus.

Nursing Mothers:  It is not known whether this drug is excreted in human milk.
Therefore, caution should be exercised when Natrecor is administered to a
nursing woman.

Pediatric Use:  The safety and effectiveness of Natrecor in pediatric patients
has not been established.

Geriatric Use: Of the total number of subjects in clinical trials treated with
Natrecor (n = 941), 38% were 65 years or older and 16% were 75 years or older.
No overall differences in effectiveness were observed between these subjects and
younger subjects, and other reported clinical experience has not identified
differences in responses between the elderly and younger patients. Some older
individuals may be more sensitive to the effect of Natrecor than younger
individuals.


<PAGE>

ADVERSE REACTIONS

Adverse events that occurred with at least a 3% frequency during the first 24
hours of Natrecor infusion are shown in the following table.

<TABLE>
<CAPTION>
<S>                                     <C>                <C>                  <C>

------------------------------------------------------------------------------------------------------------------------------
                                        VMAC Trial                              Other Long Infusion Trials

------------------------------------------------------------------------------------------------------------------------------
                                                           Natrecor                          Natrecor (micro)g/kg/min
                                        Nitroglycerin      Recommended Dose     Control*
Adverse Event                           (n = 216)          (n = 273)            (n = 256)
------------------------------------------------------------------------------------------------------------------------------
                                                                                             0.015          0.03
                                                                                             (n = 253)      (n = 246)
------------------------------------------------------------------------------------------------------------------------------
Cardiovascular
------------------------------------------------------------------------------------------------------------------------------
Hypotension                                  25 (12%)            31 (11%)        20 (8%)       56 (22%)         87 (35%)
------------------------------------------------------------------------------------------------------------------------------
  Symptomatic Hypotension                    10 (5%)             12 (4%)          8 (3%)       28 (11%)         42 (17%)
------------------------------------------------------------------------------------------------------------------------------
  Asymptomatic Hypotension                   17 (8%)             23 (8%)          13 (5%)      31 (12%)         49 (20%)
------------------------------------------------------------------------------------------------------------------------------
Ventricular Tachycardia (VT)                 11 (5%)             9 (3%)           25 (10%)     25 (10%)         10 (4%)
------------------------------------------------------------------------------------------------------------------------------
  Non-sustained VT                           11 (5%)             9 (3%)           23 (9%)      24 (9%)           9 (4%)
------------------------------------------------------------------------------------------------------------------------------
Ventricular Extra Systoles                   2 (1%)              7 (3%)           15 (6%)      10 (4%)           9 (4%)
------------------------------------------------------------------------------------------------------------------------------
Angina Pectoris                              5 (2%)              5 (2%)           6 (2%)       14 (6%)           6 (2%)
------------------------------------------------------------------------------------------------------------------------------
Bradycardia                                  1 (less 1%)         3 (1%)           1 (less 1%)   8 (3%)          13 (5%)
------------------------------------------------------------------------------------------------------------------------------
Body as a Whole
------------------------------------------------------------------------------------------------------------------------------
Headache                                    44 (20%)             21 (8%)          23 (9%)       23 (9%)          17 (7%)
------------------------------------------------------------------------------------------------------------------------------
Abdominal Pain                              11 (5%)               4 (1%)          10 (4%)        6 (2%)           8 (3%)
------------------------------------------------------------------------------------------------------------------------------
Back Pain                                    7 (3%)              10 (4%)           4 (2%)        5 (2%)           3 (1%)
------------------------------------------------------------------------------------------------------------------------------
Nervous
------------------------------------------------------------------------------------------------------------------------------
Insomnia                                     9 (4%)              6 (2%)           7 (3%)        15 (6%)          15 (6%)
------------------------------------------------------------------------------------------------------------------------------
Dizziness                                    4 (2%)              7 (3%)           7 (3%)        16 (6%)          12 (5%)
------------------------------------------------------------------------------------------------------------------------------
Anxiety                                      6 (3%)              8 (3%)           2 (1%)         8 (3%)           4 (2%)
------------------------------------------------------------------------------------------------------------------------------
Digestive
------------------------------------------------------------------------------------------------------------------------------
Nausea                                       13 (6%)             10 (4%)          12 (5%)       24 (9%)         33 (13%)
------------------------------------------------------------------------------------------------------------------------------
Vomiting                                      4 (2%)              4 (1%)           2 (1%)        6 (2%)         10 (4%)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Includes dobutamine, milrinone, nitroglycerin, placebo, dopamine,
  nitroprusside, or amrinone.

Adverse events that are not listed in the above table that occurred in at least
1% of patients who received any of the above Natrecor doses included:
Tachycardia, atrial fibrillation, AV node conduction abnormalities, catheter
pain, fever, injection site reaction, confusion, paresthesia, somnolence,
tremor, increased cough, hemoptysis, apnea, increased creatinine, sweating,
pruritis, rash, leg cramps, amblyopia, anemia. All reported events (at least 1%)
are included except those already listed, those too general to be informative,
and those not reasonably associated with the use of the drug because they were
associated with the condition being treated or are very common in the treated
population.

In placebo and active-controlled clinical trials, Natrecor has not been
associated with an increase in atrial or ventricular tachyarrhythmias. In
placebo-controlled trials, the incidence of VT in both Natrecor and placebo
patients was 2%. In the PRECEDENT (Prospective Randomized Evaluations of Cardiac
Ectopy with Dobutamine or Natrecor Therapy) trial, the effects of Natrecor (n =
163) and dobutamine (n = 83) on the provocation or aggravation of existing
ventricular arrhythmias in patients with decompensated CHF was compared using
Holter monitoring. Treatment with Natrecor (0.015 and 0.03 (micro)g/kg/min
without an initial bolus) for 24 hours did not aggravate pre-existing VT or the
frequency of premature ventricular beats, compared to a baseline 24-hour Holter
tape.


<PAGE>

Clinical Laboratory

In the PRECEDENT trial, the incidence of elevations in serum creatinine to > 0.5
mg/dL above baseline through day 14 was higher in the Natrecor
0.015-(micro)g/kg/min group (17%) and the Natrecor 0.03-(micro)g/kg/min group
(19%) than with standard therapy (11%). In the VMAC trial, through day 30, the
incidence of elevations in creatinine to > 0.5 mg/dL above baseline was 28% and
21% in the Natrecor (2 (micro)g/kg bolus followed by 0.010 (micro)g/kg/min) and
nitroglycerin groups, respectively.

Effect of Mortality

In the VMAC trial, the mortality rates at six months in the patients receiving
Natrecor and nitroglycerin were 25.1% (95% confidence interval, 20.0% to 30.5%)
and 20.8% (95% confidence interval, 15.5% to 26.5%), respectively. In all
controlled trials combined, the mortality rates for Natrecor and active control
(including nitroglycerin, dobutamine, nitroprusside, milrinone, amrinone and
dopamine) patients were 21.5% and 21.7%, respectively.

OVERDOSAGE

No data are available with respect to overdosage in humans. The expected
reaction would be excessive hypotension, which should be treated with drug
discontinuation or reduction (see PRECAUTIONS) and appropriate measures.

DOSAGE AND ADMINISTRATION

Natrecor (nesiritide) is for intravenous use only. There is limited experience
with administering Natrecor for longer than 48 hours. Blood pressure should be
monitored closely during Natrecor administration.

If hypotension occurs during the administration of Natrecor, the dose should be
reduced or discontinued and other measures to support blood pressure should be
started (IV fluids, changes in body position). In the VMAC trial, when
symptomatic hypotension occurred, Natrecor was discontinued and subsequently
could be restarted at a dose that was reduced by 30% (with no bolus
administration) once the patient was stabilized. Because hypotension caused by
Natrecor may be prolonged (up to hours), a period of observation may be
necessary before restarting the drug.

Preparation

1.       Reconstitute one 1.5 mg vial of Natrecor by adding 5 mL of diluent
         removed from a pre-filled 250 mL plastic IV bag containing the diluent
         of choice. The following preservative-free diluents are recommended for
         reconstitution: 5% Dextrose Injection (D5W), USP; 0.9% Sodium Chloride
         Injection, USP; 5% Dextrose and 0.45% Sodium Chloride Injection, USP,
         or 5% Dextrose and 0.2% Sodium Chloride Injection, USP.

2.       Do not shake the vial. Rock the vial gently so that all surfaces,
         including the stopper, are in contact with the diluent to ensure
         complete reconstitution. Use only a clear, essentially colorless
         solution.

3.       Withdraw the entire contents of the reconstituted Natrecor vial and add
         to the 250 mL plastic IV bag. This will yield a solution with a
         concentration of Natrecor of approximately 6 (micro)g/mL. The IV bag
         should be inverted several times to ensure complete mixing of the
         solution.

4.       Use the reconstituted solution within 24 hours, as Natrecor contains
         no antimicrobial preservative. Parenteral drug products should be
         inspected visually for particulate matter and discoloration prior to
         administration, whenever solution and container permit. Reconstituted
         vials of Natrecor may be left at

<PAGE>

         Controlled Room Temperature (20 - 25(degree)C; 68 - 77(degree)F) as per
         United States Pharmacopeia (USP) or may be refrigerated (2 -
         8(degree)C; 36 - 46(degree)F) for up to 24 hours.

Dosing Instructions

The recommended dose of Natrecor is an IV bolus of 2 (micro)g/kg followed by a
continuous infusion of 0.01 (micro)g/kg/min. Natrecor should not be initiated at
a dose that is above the recommended dose.

Prime the IV tubing with an infusion of 25 mL prior to connecting to the
patient's vascular access port and prior to administering the bolus or starting
the infusion.

Bolus followed by infusion: After preparation of the infusion bag, as described
previously, withdraw the bolus volume (see table below) from the Natrecor
infusion bag, and administer it over approximately 60 seconds through an IV port
in the tubing. Immediately following the administration of the bolus, infuse
Natrecor at a flow rate of 0.1 mL/kg/hr. This will deliver a Natrecor infusion
dose of 0.01 (micro)g/kg/min.

To calculate the appropriate bolus volume and infusion flow rate to deliver a
0.01 (micro)g/kg/min dose, use the following formulas (or refer to the following
dosing table):

                 BOLUS VOLUME (ML) = 0.33 X PATIENT WEIGHT (KG)

             INFUSION FLOW RATE (ML/HR) = 0.1 X PATIENT WEIGHT (KG)

                      NATRECOR WEIGHT-ADJUSTED BOLUS VOLUME
                             AND INFUSION FLOW RATE
          (2 (micro)g/KG BOLUS FOLLOWED BY A 0.01 (micro)g/KG/MIN DOSE)

    -------------------------------------------------------------------------
        Patient Weight (kg)    Volume of Bolus (mL)   Rate of Infusion (mL/h)
    -------------------------------------------------------------------------
            60                       20.0                     6
    -------------------------------------------------------------------------
            70                       23.3                     7
    -------------------------------------------------------------------------
            80                       26.7                     8
    -------------------------------------------------------------------------
            90                       30.0                     9
    -------------------------------------------------------------------------
           100                       33.3                     10
    -------------------------------------------------------------------------
           110                       36.7                     11
    -------------------------------------------------------------------------


Dose Adjustments: The dose-limiting side effect of Natrecor is hypotension. Do
not initiate Natrecor at a dose that is higher than the recommended dose of a 2
(micro)g/kg bolus followed by an infusion of 0.01 (micro)g/kg/min. In the VMAC
trial there was limited experience with increasing the dose of Natrecor above
the recommended dose (23 patients, all of whom had central hemodynamic
monitoring). In those patients, the infusion dose of Natrecor was increased by
0.005 (micro)g/kg/min (preceded by a bolus of 1 (micro)g/kg), no more frequently
than every 3 hours up to a maximum dose of 0.03 (micro)g/kg/min. Natrecor should
not be titrated at frequent intervals as is done with other IV agents that have
a shorter half-life (see Clinical Trials).

Chemical/Physical Interactions

Natrecor is physically and/or chemically incompatible with injectable
formulations of heparin, insulin, ethacrynate sodium, bumetamide, enalaprilat,
hydralazine, and furosemide. These drugs should not be co-administered as
infusions with Natrecor through the same IV catheter. The preservative sodium
metabisulfite is incompatible with Natrecor. Injectable drugs that contain
sodium metabisulfite should not be administered in the same infusion line as
Natrecor. The catheter must be flushed between administration of Natrecor and
incompatible drugs.


<PAGE>

Natrecor binds to heparin and therefore could bind to the heparin lining of a
heparin-coated catheter, decreasing the amount of Natrecor delivered to the
patient for some period of time. Therefore, Natrecor must not be administered
through a central heparin-coated catheter. Concomitant administration of a
heparin infusion through a separate catheter is acceptable.

Storage

Store Natrecor at controlled room temperature (20 - 25(degree)C; 68 -
77(degree)F); excursions permitted to 15 - 30(degree)C (59 - 86(degree)F; see
USP Controlled Room Temperature), or refrigerated (2 - 8(degree)C; 36 -
46(degree)F). Keep in carton until time of use.

HOW SUPPLIED

Natrecor is provided as a sterile lyophilized powder in 1.5 mg, single-use
vials. Each carton contains one vial and is available in the following package:

1 vial/carton (NDC 65847-205-25)

US patent No. 5,114,923 and 5,674,710.
Distributed by Scios Inc.
820 West Maude Ave
Sunnyvale, CA 94085
Copyright. 2001 Scios Inc.
NA1030

                  August 2001





<PAGE>


                                  SCHEDULE 1.18

                                  SCIOS PATENTS

       [*****]






























[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>

                                  SCHEDULE 1.19

                 WESTERN, CENTRAL AND EASTERN EUROPEAN COUNTRIES
                 -----------------------------------------------

<TABLE>
<CAPTION>
<S>                           <C>                         <C>                       <C>
-----------------------------------------------------------------------------------------------------------------------
     European                  European                                       Central and Eastern
    Community               Economic Area                 Others                    European
-----------------------------------------------------------------------------------------------------------------------
Austria                       Iceland                     Andorra                    Albania
-----------------------------------------------------------------------------------------------------------------------
Belgium                       Liechtenstein               Cyprus                     Armenia
-----------------------------------------------------------------------------------------------------------------------
Denmark                       Norway                      Israel                     Azerbaijan
-----------------------------------------------------------------------------------------------------------------------
Finland                                                   Malta                      Belarus
-----------------------------------------------------------------------------------------------------------------------
France                                                    Vatican City               Bosnia & Hertzegovina
-----------------------------------------------------------------------------------------------------------------------
Germany                                                   Switzerland                Bulgaria
-----------------------------------------------------------------------------------------------------------------------
Greece                                                    San Marino                 Croatia
-----------------------------------------------------------------------------------------------------------------------
Ireland                                                   Monaco                     Czech Republic
-----------------------------------------------------------------------------------------------------------------------
Italy                                                                                Estonia
-----------------------------------------------------------------------------------------------------------------------
Luxembourg                                                                           Georgia
-----------------------------------------------------------------------------------------------------------------------
Netherlands                                                                          Hungary
-----------------------------------------------------------------------------------------------------------------------
Portugal                                                                             Kazakstan
-----------------------------------------------------------------------------------------------------------------------
Spain                                                                                Kyrgyzstan
-----------------------------------------------------------------------------------------------------------------------
Sweden                                                                               Latvia
-----------------------------------------------------------------------------------------------------------------------
United Kingdom                                                                       Lithuania
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Macedonia
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Moldova
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Poland
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Romania
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Russia
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Slovakia
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Tajikistan
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Turkmenistan
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Ukraine
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Uzbekistan
-----------------------------------------------------------------------------------------------------------------------
                                                                                     Yugoslavia
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                  SCHEDULE 5.2

<PAGE>

[*****]



[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

<PAGE>

                                  SCHEDULE 10.2

                               ACCEPTABLE LABELING

Acceptable Labeling will be achieved provided the following
criteria are met:

1.        [*****]

2.        [*****]

3.        [*****]

4.        [*****]

5.        [*****]



[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION